WANG & LEE GROUP, Inc. Sample Contracts

WANG & LEE GROUP, Inc. (the “Issuer”) AND [TRUSTEE] (the “Trustee”) INDENTURE Dated as of [●], 202_ Senior Debt Securities
Indenture • September 26th, 2024 • WANG & LEE GROUP, Inc. • Construction - special trade contractors • New York

INDENTURE, dated as of [●], 202_, among Wang & Lee Group, Inc., a British Virgin corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 24th, 2025 • WANG & LEE GROUP, Inc. • Construction - special trade contractors • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 21, 2025, between Wang & Lee Group, Inc., a British Virgin Islands company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

Wang & Lee Group, Inc.
Placement Agent Agreement • March 24th, 2025 • WANG & LEE GROUP, Inc. • Construction - special trade contractors • New York

This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Wang & Lee Group, Inc., a British Virgin Islands company (the “Company”), pursuant to which the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of ordinary shares of the Company, no par value per share (the “Shares”), registered Pre-Funded Ordinary Share purchase warrants to purchase ordinary shares (the “Pre-Funded Warrants”, and the ordinary shares underlying the Pre-Funded Warrants, the “Pre-Funded Warrant Shares”), registered Class A Ordinary Share purchase warrants to purchase ordinary shares (the “Class A Warrants” and the ordinary shares underlying the Class A Warrants, the “Class A Warrant Shares”) and registered Class B Ordinary Share purchase warrants to purchase ordinary shares (the “Class B Warrants” together with the Class A Warrant the “Co

WANG & LEE Group, INC UNDERWRITING AGREEMENT
Underwriting Agreement • April 25th, 2023 • WANG & LEE GROUP, Inc. • Construction - special trade contractors • New York
WANG & LEE Group, INC UNDERWRITING AGREEMENT
Underwriting Agreement • December 2nd, 2022 • WANG & LEE GROUP, Inc. • Construction - special trade contractors • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 9th, 2025 • WANG & LEE GROUP, Inc. • Construction - special trade contractors • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June 9, 2025, between WANG & LEE GROUP, Inc., a British Virgin Islands holding company, having its principal place of business at 5-6/F, Wing Tai Factory Building, 3 Tai Yip Street, Hong Kong, Kowloon, Hong Kong (the “Company”), and each buyer identified on the signature pages hereto (each, including its successors and assigns, a “Buyer” and collectively, the “Buyers”).

CLASS A ORDINARY SHARE PURCHASE WARRANT WANG & LEE GROUP, INC.
Class a Ordinary Share Purchase Warrant • March 24th, 2025 • WANG & LEE GROUP, Inc. • Construction - special trade contractors

THIS CLASS A ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 25, 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Wang & Lee Group, Inc., a British Virgin Islands company (the “Company”), up to __________________ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • April 1st, 2025 • WANG & LEE GROUP, Inc. • Construction - special trade contractors • New York

THIS Note is a duly authorized issuance of a promissory note (the “Note”) in the amount of HK$15,000,000 of WANG & LEE GROUP, Inc., a company incorporated under the laws of the British Virgin Islands, having its registered office at Maples Corporate Services (BVI) Limited, Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands (the “Company”).

DATED THE 12th DAY OF MARCH, 2025 ALLIED WORLDWIDE INDUSTRIES LIMITED as VENDOR and WANG & LEE HOLDINGS, INC. as PURCHASER SALE AND PURCHASE AGREEMENT
Sale and Purchase Agreement • March 13th, 2025 • WANG & LEE GROUP, Inc. • Construction - special trade contractors • Hong Kong
CLASS B ORDINARY SHARE PURCHASE WARRANT WANG & LEE GROUP, INC.
Class B Ordinary Share Purchase Warrant • March 24th, 2025 • WANG & LEE GROUP, Inc. • Construction - special trade contractors

THIS CLASS B ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the third Trading Day after the Issue Date (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Wang & Lee Group, Inc., a British Virgin Islands company (the “Company”), up to a maximum of the Maximum Eligibility Number of Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

AMENDMENT AGREEMENT TO SHARE PURCHASE AGREEMENT THIS AMENDMENT AGREEMENT (this “Agreement”) is made as of August 8, 2025, by and between:
Amendment Agreement to Share Purchase Agreement • August 8th, 2025 • WANG & LEE GROUP, Inc. • Construction - special trade contractors • Hong Kong
EXCLUSIVE AGREEMENT Between NQ Marble Pty Ltd (ACN 144804053) (“NQ Marble”) and Wang & Lee Holdings, Inc. (“WLH”) Effective Date: 6 March 2025
Exclusive Agreement • March 17th, 2025 • WANG & LEE GROUP, Inc. • Construction - special trade contractors • Queensland
AMENDMENT NO. 1 TO SENIOR CONVERTIBLE NOTE DUE MARCH 9, 2026
Senior Convertible Note • July 11th, 2025 • WANG & LEE GROUP, Inc. • Construction - special trade contractors

This AMENDMENT NO. 1, dated as of July 11, 2025 (this “Amendment”), to the SENIOR CONVERTIBLE NOTE DUE MARCH 9, 2026 (the “Senior Convertible Note”), dated as of June 9, 2025, by and among WANG & LEE GROUP, Inc., a British Virgin Islands company limited by shares, with office located at 5/F Wing Tai Factory Building, 3 Tai Yip Street, Kwun Tong, Kowloon, Hong Kong (the “Company”), and the investors signatory thereto (including, the undersigned investor (the “Investors”)). Unless otherwise defined herein or the context otherwise requires, capitalized terms used herein and defined in the Senior Convertible Note shall be used herein as therein defined.